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Terms of Use

May 11, 2018 18:49

1 Who We Are

1.1 Topi

Topi Inc. (“Topi”, “we”, “us”) provides a networking app and a registration platform dedicated to connecting people in a random world.

1.2 The Services

Topi’s websites and domains, including topi.com, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us, and our free mobile application (collectively, the “Application”) are offered, maintained and provided by Topi. We refer to all of these as our “Services.”

1.3 Users

Through the Services, Topi provides a simple and quick means for registered users who are event organizers, planners and charitable organizations (“Organizers”) to create event registration, speaker profile, organizer profile, fundraising and other webpages related to their events, to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations), and solicit donations to users who wish to purchase registrations or make donations from or to such events (including free events) (“Attendees”). We refer to Organizers, Attendees and other visitors and browsers of the Services collectively as “Users” or “you.”

2 Our Terms of Service

The following pages contain our Terms of Service Agreement (“Terms of Service”). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:

3 Your Acceptance

3.1 Binding Agreement

You agree to these Terms of Service and you enter into a binding contract with Topi either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Attendee, when you purchase a ticket to or register for an event (including free events) or purchase merchandise, a service or make a donation related to an event, in each case by clicking “Pay Now,” “Register Now,” “Buy Now” or similar buttons. If you are not a registered user or an unregistered Attendee, you agree to these Terms of Service and you enter into a binding contract with Topi by downloading Applications or using, accessing or browsing any part of the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.

THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST TOPI FOR USERS LOCATED IN THE UNITED STATES; (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF TOPI; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF TOPI; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST TOPI ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

3.2 Modifications

Except to the extent set forth in Section 6.10 below, Topi reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the Topi website with a change to the “Updated” date at the top of these Terms of Service. In certain circumstances Topi may provide you with additional notice of such Modifications via email. Modifications will be effective immediately following the “Updated” date or such other date as communicated in any other notice to you. It is your responsibility to check these Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services.

4 Account, Password And Security

4.1 Registration

As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the event of any dispute between two or more parties as to account ownership, you agree that Topi shall be the sole arbiter of such dispute in its discretion and that Topi decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

4.2 Security

You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by sub-users registered under your account. You agree to immediately notify Topi of any unauthorized use of your password or account or any other breach of security.

4.3 Age Restrictions

Topi is concerned about the safety and privacy of children. For this reason, and to be consistent with the terms of use of any third party service providers used by Topi, you must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services if you are under the age of thirteen (13).

5 Your Content

You acknowledge and agree that if you contribute, provide or make available any Content to the Services (“Your Content”), you hereby grant to Topi a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Topi’s promotional and marketing services), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Topi does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Use will restrict any rights that you may have to use and exploit Your Content outside of the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate the Terms of Service, including without limitation these Terms of Use and the Privacy Policy. In addition, Your Content must be accurate and truthful. Topi reserves the right to remove any of Your Content from the Services at any time if Topi believes in its discretion that it violates the Terms of Service, including without limitation, these Terms of Use. In addition, you agree that Topi may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Topi both on the Services and in marketing, advertising and promotional materials.

facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes;

impersonate any person or entity, including, but not limited to, a Topi representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;

upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to bona fide events listed on the Services and other goods and services being sold or provided in conjunction with such events;

upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by the Terms of Service;

interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

attempt to probe, scan or test the vulnerability of any Topi server or network or breach any security or authentication measures, unless you are an authorized contractor of Topi specifically engaged to provide such services;

attempt to avoid or circumvent any technological measure implemented by Topi to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;

solicit any User to use a third party service that competes with Topi;

advertise your event but complete sales independent of the Services in order to circumvent the obligation to pay fees related to the Services;

intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation, including without limitation laws and regulations regarding the sale of tickets;

resell tickets or registrations;

stalk or otherwise harass any person or entity.

7 Sub-domains

Topi may provide you with the right to use a sub-domain (e.g., [sub-domain prefix].topi.com) for a given event. All such sub-domains are the sole property of Topi and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Topi provides you with a sub-domain, your right to use such sub-domain will continue only for so long as your event is actively selling on the Services and you are in compliance with the Terms of Service. If Topi terminates your right to use a sub-domain for any other reason, it will provide you with a new sub-domain.

8 Termination

These Terms of Service are effective upon your Acceptance as set forth above and continue in effect until terminated as described herein.

8.1 Termination by Topi

Topi may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Topi to legal liability. We will use reasonable efforts to notify you of any such termination. Further, you agree that Topi shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services. Without limiting the foregoing, Topi may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination, we will have no obligation to maintain or provide Your Data. If your team’s account is deleted, we will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.

8.2 Termination by You

You may terminate your access to the Services and these Terms of Service by deleting your account. If you need help deleting your account, pleasecontact us (contact at topi dot com). In the event there is a separate agreement between you and Topi governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you delete your account.

9 Legal Terms Governing Use of the Services

9.1 Indemnification

You agree to defend, indemnify and hold Topi, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Organizers, your events or the fact that Topi was providing Services with respect to those events, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of Topi’s gross negligence or willful misconduct. Topi shall provide notice to you of any such Claim, provided that the failure or delay by Topi in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.

9.2 Disclaimer of Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TOPI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, TOPI MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT TOPI HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING ATTENDEES’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING ATTENDEES AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND TOPI IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND TOPI HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.3 Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, TOPI, AND ITS AFFILIATES AND SUBSIDIARIES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS, EMPLOYEES AND ANY APPLICABLE CARD SCHEMES, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TOPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT (AS DEFINED IN THE TERMS OF USE) OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND TOPI’S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF TOPI TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF TOPI, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO (I) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, AND SUBJECT TO THE TERMS OF THE MERCHANT AGREEMENT, THE FEES (NET OF TOPI PAYMENT PROCESSING FEES) THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (II) FOR ORGANIZERS OF EVENTS WITH FREE TICKETS ONLY, ATTENDEES AND OTHER USERS, EITHER (1) THE TOTAL AMOUNT OF ALL TICKETS OR REGISTRATIONS THAT YOU PURCHASED OR MADE THROUGH THE SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; OR (2) IF YOU MADE NO SUCH PURCHASES, ONE HUNDRED U.S. DOLLARS (US$100).

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.4 Release

Topi provides a marketplace in which Attendees and Organizers can transact. However, Topi could not function if it were held responsible for the actions or inactions of different Attendees, Organizers and/or third parties both on and off the Services. Therefore, as an inducement to Topi permitting you to access and use the Services, you hereby agree to release Topi, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”

9.5 Choice of Law

These Terms of Service and the provision of the Services to you are governed by the laws of the state of New York, U.S.A., without reference to principles of conflict of laws.

9.6 Notices

If you wish to contact Topi or deliver any notice, you can do so at the following address (“Notice Address”):

Topi
175 Varick Street
New York, NY, USA

9.7 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION IS EFFECTIVE.

Contact Us First If you have a question or concern about the Services, pleasecontact us (contact at topi dot com)first. Our customer support team will try to answer your question or resolve your concern.

Agreement to Arbitrate In the unlikely event that our customer support team is unable to resolve your concerns, we each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth above.

Scope of Agreement This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.

No Class Actions YOU AND TOPI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

Notice of Dispute A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Topi must be addressed to the address above (“Notice Address”) and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Topi and must be sent by certified mail. If Topi has no records of such physical address, such notice may be delivered to your Topi account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Topi and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Topi may commence an arbitration proceeding.

Future Changes Notwithstanding any provision in these Terms of Service to the contrary, you and Topi agree that if Topi makes any future change to this arbitration provision (other than a change to the Notice Address) Topi will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

Opt Out We believe that on a whole this agreement to arbitrate will benefit our Users. However, if you are an existing registered User and you do not wish to accept this agreement to arbitrate with respect to some or all of your accounts registered prior to January 1, 2016 you may opt-out by sending us a written notice to the Notice Address which (i) states you do not agree to this agreement to arbitrate, (ii) includes your name and all email addresses associated with the accounts you wish to opt-out, and (iii) is signed by the individual who owns the account, or in the event the account is held by an entity, an authorized signer for such entity (the “Opt-Out Notice”). The Opt-Out Notice must be received by February 15, 2016 in order to be effective; otherwise this agreement to arbitrate will be effective as of January 1, 2016. For new registered users and existing registered users who register new accounts following January 1, 2016, there is no option to opt-out and this provision will be effective as to such new accounts upon account creation. For unregistered Attendees and other Users, this provision will apply to all future activities on the Services after January 1, 2016.

9.8 Waiver; Invalid Provisions

The failure or delay of Topi to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.

9.9 Titles

Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

9.10 Violations

Please report any violations of these Terms of Service by email to help@topi.com.

9.11 Assignment

We may, without your consent or approval, freely assign these Terms of Service and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.